ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is high current income consistent with
preservation of capital.
Non-fundamental:
The Portfolio's investment objective is high current income consistent with
preservation of capital.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value
of its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of an issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets
at the time an investment is made in the securities of issuers conducting
their principal business activities in any one industry, except that there is
no such limitation with respect to U.S. Government Securities or certificates
of deposit, bankers' acceptances and interest-bearing deposits (for purposes
of this investment restriction, the electric, gas, telephone and water
business shall each be considered as a separate industry).
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not
exceeding 15% of its total assets at the time of borrowing.











Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities, except in connection with
permitted borrowing for extraordinary emergency purposes or loans of
portfolio securities.
Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio).
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets
in repurchase agreements not terminable within seven days.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in repurchase agreements not terminable within seven
days.
The Portfolio may not participate on a joint or joint and several basis in any
securities trading accounts.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising control.
Policy eliminated.
The Portfolio may not sell securities short or maintain a short position,
unless at all times when a short position is open it owns an equal amount
of such securities or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same issue as, and
equal in amount to, the securities sold short (short sales against the box),
and unless not more than 10% of the Portfolio's net assets (taken at market
value) is held as collateral for such sales at any one time (it is the
Portfolio's present intention to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes).
Policy eliminated.
The Portfolio may not invest more than 5% of the value of its total assets at
the time an investment is made in the nonconvertible preferred stock of
issuers whose nonconvertible preferred stock is not readily marketable.
Policy eliminated.
The Portfolio may not invest in the securities of any investment company,
except in connection with a merger, consolidation, acquisition of assets
or other reorganization approved by the Fund's shareholders.








Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets at
the time of investment in the aggregate of (a) nonconvertible preferred stock
of issuers whose senior debt securities are rated Aaa, Aa, or A by Moody's or
AAA, AA or A by S&P, provided that in no event may such nonconvertible
preferred stocks exceed in the aggregate 20% of the value of the Portfolio's
total asset at the time of investment; (b) debt securities of foreign issuers
which are rated Aaa, Aa or A by Moody's or AAA, AA or A by S&P; and
(c) convertible debt securities which are rated Aaa, Aa or A by Moody's,
or AAA, AA or A by S&P, provided that in no event may such securities exceed
in the aggregate 10% of the value of the Portfolio's total assets at the time
of investment.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interest therein.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
(except currencies, currency futures, forward contracts or contracts for the
future acquisition or delivery of fixed-income securities and related options)
and other similar contracts.

Related non-fundamental policy:
The Portfolio adheres to two percentage restrictions on the use of futures
contracts.  The first restriction is that the Portfolio will not enter into
any future contracts and options on futures contracts if immediately
thereafter the amount of initial margin deposits on all the futures contracts
of the Portfolio and premiums paid on options on futures contracts would
exceed 5% of the total assets of the Portfolio.  The second restriction is
that the aggregate market value of the futures contracts held by the Portfolio
not exceed 50% of the total assets of the Portfolio.  Neither of these
restrictions will be changed by the Portfolio without considering the policies
and concerns of the various applicable federal and state regulatory agencies.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.


Related non-fundamental policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The portfolio invests at least 65% of its total assets in (i) U.S. Government
securities, including mortgage-backed securities and repurchase agreements
relating to U.S. Government securities, and (ii) in other high-grade debt
securities rated AAA, AA, A by S&P or Fitch, Aaa, Aa or A by Moody's or, if
unrated, of equivalent quality.  U.S. Government securities in which the
Portfolio invests may include a significant amount of securities issued by
government-sponsored entities, such a FNMA or FHLMC, which are neither issued
nor guaranteed by the U.S. Treasury.
Policy eliminated.











The Portfolio is subject to the diversification requirements imposed by the
United States Internal Revenue Code of 1986, as amended (the "Code"), which,
among other things, limits the Portfolio to investing no more than 55% of its
total assets in any one investment.  For purposes of this test, (i) all
securities of the same issuer are treated as a single investment, and (ii) in
the case of securities issued or guaranteed by the United States or an agency
or instrumentality of the United States, each government agency or
instrumentality is considered a separate issuer.  Consistent with this
limitation, the Portfolio, as a matter of fundamental policy, invests at least
45% of its total assets in U.S. Government Securities.
Policy eliminated.















Non-fundamental Investment Policies:
The Portfolio may enter into forward commitments or when-issued transactions
for up to 30% of its total assets.
The Portfolio may enter into forward commitments or when-issued transactions.
The Portfolio may make loans of portfolio securities up to 30% of its assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may invest up to 10% of its total asset in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.
The Portfolio may acquire debt securities and nonconvertible preferred stock
which may have voting rights, but in no case will the Portfolio acquire more
than 10% of the voting securities of any one issuers.
Policy eliminated.
The Portfolio will not enter into a credit default swap if the swap provides
for settlement by physical delivery and such delivery would result in the
Portfolio investing (i) less than 80% of its net assets in U.S. Government
or high-grade (AAA, AA or A, or Aaa, Aa or A) securities, or (ii) more
than 20% of its net assets in investment grade corporate debt securities.
Policy eliminated.
The Portfolio may not underwrite securities by other persons.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
The Portfolio may not make loans to other persons, except as permitted under
the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
The Portfolio may invest in standby commitments without limitation.
The average weighted maturity of the Portfolio's investments varies between
one year or less and 30 years.
Policy eliminated.


SK 00250 0073 695644















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